Audits; Claims. No Tax Return has ever been examined or audited by any Governmental Entity. Neither the Company nor any Subsidiary has received from any Governmental Entity any: (i) written notice indicating an intent to open an audit or other review; (ii) written request for information related to Tax matters; or (iii) written notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Returns of the Company or any Subsidiary has been granted by or requested from the Company or any Subsidiary. No claim or legal proceeding is pending or threatened in writing against the Company or any Subsidiary in respect of any Tax. There are no liens for Taxes upon any of the assets of the Company or any Subsidiary except liens for current Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings (and, in each case, for which there are adequate accruals, in accordance with GAAP).
Audits; Claims. No Company Tax Return has ever been examined or audited by any Governmental Body. The Company has not received from any Governmental Body any: (i) notice indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Returns has been granted by or requested from the Company. No claim or Legal Proceeding is pending or, to the Company’s Knowledge, threatened against the Company in respect of any Tax. There are no Liens for Taxes upon any of the assets of the Company except Liens for current Taxes not yet due and payable (and for which there are adequate accruals on the Company Financial Statements).
Audits; Claims. No Company Return has ever been examined or audited by any Governmental Entity. Neither the Company nor any Subsidiary has received from any Governmental Entity any written: (i) notice indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No currently effective extension or waiver of the limitation period is applicable to any Company Returns or has been requested from the Company or any Subsidiary. No Action, audit, or investigation is pending or threatened against the Company or any Subsidiary in respect of any Tax. There are (and immediately following the Effective Time there will be) no liens for Taxes upon any of the assets of the Company or any Subsidiary except liens for current Taxes not yet due and payable (and for which there are full and adequate accruals).
Audits; Claims. Except as otherwise set forth on Section 3.14(c) of the Company Disclosure Schedules, within the past seven years, no Company Return has been audited by any Governmental Entity. Except as otherwise set forth on Section 3.14(c) of the Company Disclosure Schedules, within the past seven years, the Company and its Subsidiaries have not received from any Governmental Entity any: written (i) notice indicating an intent to open an audit or other review; or (ii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax has been granted by the Company or any of its Subsidiaries or is the subject of a pending request of a Governmental Entity. No material assessment, claim or Proceeding is pending, proposed in writing or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries in respect of any Tax. There are no Liens for Taxes upon any of the assets of the Company or any of its Subsidiaries except Liens for current Taxes not yet due and payable (and for which there are adequate accruals, in accordance with GAAP). No power of attorney has been granted with respect to any matter related to Taxes of the Company or any of its Subsidiaries that on the Closing Date will be in effect.
Audits; Claims. Except as set forth in Part 2.14(b) of the Disclosure Schedule, no Tax Return of the Company or any of its Subsidiaries has ever been examined or audited by any Governmental Body and there are no pending audits or examinations relating to Taxes or any Tax Returns of either the Company or any of its Subsidiaries of which the Company or a Subsidiary thereof has received notice or has Knowledge. Neither the Company nor any of its Subsidiaries has received from any Governmental Body any notice or otherwise has Knowledge of any: (i) intent to open an audit or other review relating to any Taxes or Tax Returns of the Company or any of its Subsidiaries; (ii) request for information related to Tax matters; (iii) notice of deficiency or proposed Tax adjustment that has not been resolved and paid in full; or (iv) threatened or proposed audit or examinations relating to Taxes or any Tax Returns of either the Company or any of its Subsidiaries. No extension or waiver of the limitation period applicable to any Tax or Tax Returns has been granted by or requested from the Company or any of its Subsidiaries. No claim or Legal Proceeding is pending or threatened against the Company or any of its Subsidiaries in respect of any Tax. There are no liens for Taxes upon any of the assets of the Company or any of its Subsidiaries except liens for current Taxes not yet due and payable (and for which there are adequate accruals, in accordance with GAAP).
Audits; Claims. Except as set forth in Part 2.14(b) of the Disclosure Schedule, no Company Tax Return has ever been examined or audited by any Governmental Body. The Company has not received in writing or, to the Knowledge of the Company, otherwise from any Governmental Body any: (i) notice indicating an intent to open an audit or other review; (ii) request for information related to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any Tax Returns is currently outstanding and no request for such an extension or waiver is pending. No claim or Legal Proceeding is pending or, to the knowledge of the Company, threatened against the Company in respect of any Tax. There are no liens for Taxes upon any of the assets of the Company except liens for current Taxes not yet due and payable and liens for Taxes being contested in good faith by appropriate proceedings (and for which there are adequate accruals, in accordance with GAAP).
Audits; Claims. No Acquired Entity Return has ever been examined or audited by any Governmental Body. No Acquired Entity has ever received from any Governmental Body any written: (i) notice indicating an intent to open an audit or other review with respect to any Tax or any Acquired Entity Return; (ii) request for information relating to Tax matters; or (iii) notice of deficiency or proposed Tax adjustment. No extension or waiver of the limitation period applicable to any claim for, or the period for the collection or assessment of any Tax has been granted by or requested from any Acquired Entity. No assessment, claim or Legal Proceeding is pending, proposed or threatened against any Acquired Entity in respect of any Tax, and there are no matters relating to Taxes under discussion between any taxing authority and an Acquired Entity. There are no liens for Taxes upon any of the assets of any Acquired Entity except liens for current Taxes not yet due and payable (and for which there are adequate accruals). No power of attorney has been granted with respect to any matter related to Taxes of any Acquired Entity that on the Closing Date will be in effect.
Audits; Claims. No Company Tax Return has ever been examined or audited by any Governmental Body. Company has not received from any Governmental Body any: (i) notice indicating an intent to open an audit or other review of any Company Returns; (ii) request for information related to Tax matters of Company; or (iii) notice of deficiency or proposed Tax adjustment of any Company Returns that have not been resolved or paid. No extension or waiver of the limitation period applicable to any Tax Returns has been granted by Company to any Governmental Body or requested by a Governmental Body from Company, in each case, that will remain in effect after the Closing Date. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Company has not received any notice from a Governmental Body that a claim or Legal Proceeding is pending or threatened against Company by such Governmental Body in respect of any Tax. There are no Encumbrances for Taxes upon any of the assets of Company (except Encumbrances for current Taxes not yet due and payable in the ordinary course of business or that may thereafter be paid without penalty).
Audits; Claims. Since January 1, 2014, no Company Return has been examined or audited by any Governmental Entity. Since January 1, 2014, the Company has not received from any Governmental Entity any: (i) written notice initiating an audit or other review; (ii) written request for information related to Tax matters; or (iii) written notice of deficiency or proposed Tax adjustment. Since January 1, 2014, no extension or waiver of the limitation period applicable to any Company Returns has been granted by or requested from the Company. No claim or legal proceeding is pending or threatened in writing against the Company in respect of any Tax. There are no Liens for Taxes upon any of the assets of the Company except Permitted Encumbrances).
Audits; Claims. Since inception, no Company Return has been examined or audited by any Governmental Authority. Since inception, the Company has not received from any Governmental Authority any: (i) written notice initiating an audit or other review; (ii) written request for information related to Tax matters; or (iii) written notice of deficiency or proposed Tax adjustment. Since inception, no extension or waiver of the limitation period applicable to any Company Returns has been granted by or requested from the Company. No claim or legal proceeding is pending or threatened in writing against the Company in respect of any Tax. There are no Liens for Taxes upon any of the assets of the Company except Permitted Encumbrances).
